-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LjQyqit9EtklUb4SRaDVxRurwgqBQhXxkSJuouzH0epKAtuUv90GZn/aBK4umU07 mo6R7++Gh3kEb2xUmDA6rQ== 0000940180-97-000599.txt : 19970711 0000940180-97-000599.hdr.sgml : 19970711 ACCESSION NUMBER: 0000940180-97-000599 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970710 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGEX INC CENTRAL INDEX KEY: 0000943756 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 521672337 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50247 FILM NUMBER: 97638912 BUSINESS ADDRESS: STREET 1: 6800 VIRGINIA MANOR CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 3018475000 MAIL ADDRESS: STREET 1: 6800 VIRGINIA MANOR ROAD CITY: BELTSVILLE STATE: MD ZIP: 20705 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL EXPRESS GROUP INC DATE OF NAME CHANGE: 19960523 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIGEX INC CENTRAL INDEX KEY: 0000943756 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 521672337 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50247 FILM NUMBER: 97638913 BUSINESS ADDRESS: STREET 1: 6800 VIRGINIA MANOR CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 3018475000 MAIL ADDRESS: STREET 1: 6800 VIRGINIA MANOR ROAD CITY: BELTSVILLE STATE: MD ZIP: 20705 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL EXPRESS GROUP INC DATE OF NAME CHANGE: 19960523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERMEDIA COMMUNICATIONS OF FLORIDA INC CENTRAL INDEX KEY: 0000885067 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 592913586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 3625 QUEEN PALM DR STREET 2: STE 720 CITY: TAMPA STATE: FL ZIP: 33619 BUSINESS PHONE: 8136210011 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERMEDIA COMMUNICATIONS OF FLORIDA INC CENTRAL INDEX KEY: 0000885067 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 592913586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 3625 QUEEN PALM DR STREET 2: STE 720 CITY: TAMPA STATE: FL ZIP: 33619 BUSINESS PHONE: 8136210011 SC 14D1/A 1 FINAL AMENDMENT TO 14D1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ Final Amendment to SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 and Amendment No. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 ------------------------ DIGEX, INCORPORATED (Subject Company) ------------------------ INTERMEDIA COMMUNICATIONS INC. DAYLIGHT ACQUISITION CORP. (Bidders) ------------------------ Common Stock, Par Value $.01 Per Share (Title of Class of Securities) ------------------------ 253754105 (CUSIP Number of Class of Securities) ------------------------ Robert M. Manning Senior Vice President, Chief Financial Officer Intermedia Communications Inc. 3625 Queen Palm Drive Tampa, Florida 33619 (813) 829-0011 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) ------------------------ Copy to: Ralph J. Sutcliffe, Esq. Kronish, Lieb, Weiner & Hellman LLP 1114 Avenue of Americas New York, New York 10036-7798 (212) 479-6170 Page 1 SCHEDULE 14D-1 ------------------------ CUSIP No. 253754105 ------------------------ - ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS: S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Daylight Acquisition Corp. Not Assigned - ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (See Instructions) (b) [_] - ------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------ 4 SOURCES OF FUNDS (See Instructions) AF - ------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) OR 2(f) [_] - ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------ 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,804,197 shares of Common Stock, $.01 par value - ------------------------------------------------------------------ 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) [_] - ------------------------------------------------------------------ 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 98.8% - ------------------------------------------------------------------ 10 TYPE OF REPORTING PERSON (See Instructions) CO - ------------------------------------------------------------------ SCHEDULE 14D-1 ------------------- CUSIP No. 253754105 ------------------- - ------------------------------------------------------------------ 1 NAME OF REPORTING PERSONS: S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Intermedia Communications Inc. 59-291-3586 - ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (See Instructions) (b) [_] - ------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------ 4 SOURCES OF FUNDS (See Instructions) WC - ------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) [_] - ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------ 7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,804,197 shares of Common Stock, $.01 par value - ------------------------------------------------------------------ 8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES (See Instructions) [_] - ------------------------------------------------------------------ 9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7) 98.8% - ------------------------------------------------------------------ 10 TYPE OF REPORTING PERSON (See Instructions) HC, CO - ------------------------------------------------------------------ This Amendment constitutes (a) the Final Amendment to the Tender Offer Statement on Schedule 14D-1 filed with the Securities and Exchange Commission ("Commission") on June 11, 1997, as amended by Amendment No. 1 filed on June 26, 1997 and Amendment No. 2 filed on July 8, 1997 (the "Schedule 14D-1"), relating to a tender offer by Daylight Acquisition Corp., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Intermedia Communications Inc., a Delaware corporation ("Parent"), to purchase all outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of DIGEX, Incorporated, a Delaware corporation (the "Company"), at $13.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 11, 1997 (the "Offer to Purchase"), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the "Offer"), copies of which were filed as Exhibits to the Schedule 14D-1 and (b) Amendment No. 1 to the Schedule 13D (the "Schedule 13D") filed with the Commission as part of the Schedule 14D-1 on June 11, 1997. This Final Amendment to the Schedule 14D-1 and Amendment No. 1 to the Schedule 13D amends and supplements the Schedule 14D-1 and the Schedule 13D. Pursuant to General Instruction F to the Tender Offer Statement on Schedule 14D-1, this Final Amendment also constitutes a filing satisfying the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended, with respect to Shares acquired by Purchaser pursuant to the Offer. Capitalized terms used herein and not defined herein have the meanings specified in the Offer to Purchase. ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY Item 6 of the Schedule 14D-1 is hereby amended and supplemented as follows: (a) and (b) At 12:00 a.m., New York City time, on Wednesday, July 9, 1997, the Offer expired. Based on a preliminary count, approximately 11,804,197 Shares were tendered pursuant to the Offer, of which 29,652 were tendered pursuant to notice of guaranteed delivery. Such Shares constituted approximately 98.8% of the Shares outstanding (and approximately 77% of the Shares on a fully diluted basis). On July 10, 1997, prior to 8:30 a.m., all Shares validly tendered and not withdrawn prior to the expiration of the Offer were accepted for payment and Parent and Purchaser became the beneficial owner of 11,804,197 Shares, constituting approximately 98.8% of the Shares outstanding (and approximately 77% of the Shares on a fully diluted basis). A copy of the press release announcing the expiration of the Offer and the acceptance of validly tendered Shares is attached hereto as Exhibit 11(a)(11) and is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. 11(a)(11) Press Release issued by Parent on July 10, 1997 announcing the expiration of the Offer and the acceptance for payment by Purchaser for all Shares validly tendered and not withdrawn pursuant to the Offer. 4 SIGNATURES After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. INTERMEDIA COMMUNICATIONS INC. By: /s/ Robert M. Manning ----------------------------------- Name: Robert M. Manning Title: Senior Vice President, Chief Financial Officer and Secretary DAYLIGHT ACQUISITION CORP. By: /s/ Robert M. Manning ----------------------------------- Name: Robert M. Manning Title: President, Secretary and Treasurer Dated: July 10, 1997 5 EXHIBIT INDEX EXHIBIT PAGE NO. DESCRIPTION NO. - --- ---------------------------------------------------------- --- 11(a)(11) Press Release issued by Parent on July 10, 1997 announcing the expiration of the Offer and the acceptance for payment by Purchaser for all Shares validly tendered and not withdrawn pursuant to the Offer. 6 EX-11.(A)(11) 2 PRESS RELEASE EXHIBIT 11 (a)(11) NEWS RELEASE ------ Wall Street Plaza ------ New York, NY 10005 ------ 212.440.9800 ------ FAX 212.440.9009 - -------------------------------------------------------------------------------- GEORGETOWN & COMPANY INC. -------------- From: INTERMEDIA COMMUNICATIONS INC. For Release: IMMEDIATELY 3625 QUEEN PALM DRIVE TAMPA, FLORIDA 33619 Contact: Chris Brown Sr. Vice President, Investor Relations (813) 829-2408 Intermedia Completes Tender Offer for DIGEX ------------------------------------------- Tampa, Florida (July 10, 1997)--Intermedia Communications Inc. announced today that the cash tender offer by its wholly owned subsidiary, Daylight Acquisition Corp., for all outstanding shares of common stock of DIGEX, Incorporated was successfully completed upon its expiration at 12:00 Midnight, New York City time, on Wednesday, July 9, 1997. Continental Stock Transfer & Trust Company, the depositary for the offer, has advised Intermedia that, based on its preliminary count, approximately 11,556,536 shares of common stock of DIGEX, Incorporated, including those tendered by guaranteed delivery procedures, representing approximately 96.7% of aggregate shares outstanding, had been validly tendered and not withdrawn. Daylight Acquisition Corp. has accepted for payment all shares of DIGEX common stock validly tendered and not withdrawn prior to the expiration of the offer. Intermedia expects to proceed promptly to a merger pursuant to its merger agreement with DIGEX, Incorporated. Any remaining public stockholders of DIGEX will be entitled to receive $13 cash per share in such merger. Bear, Stearns & Co. Inc. served as advisors to Intermedia on this transaction. Headquartered in suburban Washington, D.C., DIGEX is a leading independent national Internet carrier focusing exclusively on business customers. DIGEX offers a comprehensive range of Internet solutions, including high speed dedicated business Internet connectivity, corporate Web site management services and private network capacity. The DIGEX Gold Ring/SM/ national fault-tolerant fiber optic Internet network, engineered utilizing Cisco Systems (NASDAQ: CSCO) Internet Operating System technology, provides highly reliable service for mission-critical Internet applications. Company news, products and service information are available at www.digex.net. Intermedia Communications Inc. is one of the nation's fastest growing telecommunications companies. Intermedia provides integrated telecommunications solutions to business and government customers. These solutions include voice, data and video; local and long distance services; and advanced access services in cities throughout the eastern U.S. Its enhanced data offerings, including frame relay, ATM and Internet services offer seamless end-to-end service virtually anywhere in the world. Intermedia Communications is headquartered in Tampa, Florida and is traded on the NASDAQ market under the symbol ICIX. Intermedia Communications can be found on the worldwide web at http://www.icix.net. 2 -----END PRIVACY-ENHANCED MESSAGE-----